SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C
               __________________________________

                         FORM 10-KSB/A-1

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

           For the fiscal year ended December 31, 1997

[ ] TRANSISTION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission File No. 1-10623

                       Pamet Systems, Inc.
     ------------------------------------------------------
     (Exact name of registrant as specified in its charter)

    Massachusetts                                  04-2985838
-------------------------------                   ---------------
                               ---
   (State or other jurisdiction of                    (I.R.S.
                            Employer
incorporation or organization)                    Identification
                              No.)

           1000 Main Street
           Acton, Massachusetts                        01720
         ---------------------------------------     ---------
  (Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code  (978) 263-2060
                                                   ----------------
Securities registered pursuant to Section 12(b) of the Act:

                                          Name of each exchange
   Title of each class                         on which
registered

            none                                        none
     ____________________                         _______________
     (Title of Class)

Securities registered pursuant to Section 12(g) of the Act:

                   Common Stock $.01 par value
                 ------------------------------
                   (Title of Class)

Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act
during the past 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes  X     No
    ---      ---

Check if there is no disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained to the best of the Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  [ ]

The issuer's revenues for its most recent fiscal year was
$2,077,896.

The aggregate market value of the Registrant's common stock held
by non-affiliates of the Registrant, based upon the average of
the closing bid and asked prices on March 26, 1998 was
$6,010,956.

The number of shares outstanding of the Registrant's common
stock, as of March 27, 1998 -- 2,535,250 shares.

<PAGE>

Explanatory note: Pursuant to instruction  E of form 10-KSB,  the
Company is  filing on  this Form  10-KSB/A-1 of  the Company  the
information required by  Part III of  the Form  10-KSB which  was
omitted from the Company's Form 10-KSB filed on March 30, 1998.

Item 9. Directors,  Executive Officers, Promoters and  Control
Persons, Compliance with Section 16(a) of the Exchange Act.

<PAGE>

         INFORMATION AS TO DIRECTORS AND EXECUTIVE OFFICERS

       The following table sets forth information as to the ages
and principal occupations of the members of the Board of
Directors and executive officers and has been furnished to the
Registrant by such directors and executive officers.

                            (Class I)

Director Name       Age Principal Occupation                    Since

Richard C. Becker    52 Mr. Becker has been Vice President       1991
                        Finance and Administration since June
                        1997, Assistant Clerk since February
                        1991 and Treasurer since May
                        1991. He was Vice President and Chief
                        Operating officer from June 1993 through
                        May 1997 and Vice President of Finance
                        and Administration of the Company from
                        January 1991 through June 1993.

Arthur V. Josephson, 55 Mr. Josephson has served as Clerk        1988
   Jr.                  for the Company since September 1990.
                        In addition to his responsibilities to
                        the Company, since 1985 Mr.Josephson has
                        served as an accounting consultant to a
                        number of clients in Massachusetts. Mr.
                        Josephson also served as the Treasurer
                        of Assabet Valley Home Health Association,
                        Inc., a visiting nurse agency, from 1977
                        Through October 1994.

Bruce J. Rogow       52 Mr. Rogow has served as a Gartner Group  1997
                        Fellow since 1992 and executive principal
                        of Rogow Opportunity Capital since 1997.

                           (Class II)

Dr. Stanley J.       57 Since April 1993, Dr. Robboy has been    1990
   Robboy               Professor of Pathology, Obstetrics
                        and Gynecology and Head of the Division
                        of Gynecologic Pathology of the
                        Department of Pathology at Duke
                        University Medical Center. From January
                        1992 through April 1993, Dr. Robboy was
                        Professor of Pathology and Chief of the
                        Division of Surgical Pathology for the
                        Department of Pathology at Duke
                        University Medical Center.

Laurence B. Berger   62 Since November 1990 Mr. Berger has       1988
                        served as a private consultant to
                        various commercial and governmental
                        clients.

David T. McKay       56 President and Chief Executive Officer    1997
                        Of the Company since June 1997. Mr.
                        McKay served as the Global Systems
                        Manager for Mobil Oil, an oil
                        production company from 1996 to 1997.
                        From 1994 to 1996 he was the Vice
                        President of Information Systems at
                        Moore Corporation, a business supply
                        company. From 1992 to 1994 he was Vice
                        President of Gartner Group, Inc.

                           (Class III)

Dr. Joel B. Searcy   62 Dr. Searcy has been Chairman of the      1987
                        Board of Directors of the Company since
                        the Company's inception in 1987, was
                        President and CEO until June 1997 and
                        Treasurer until May 1991 and served as
                        Clerk until September 1990.

Lee Spelke         65 Mr. Spelke has been a financial            1990
                      consultant since 1994 and served as
                      President of Spelke Financial Services,
                      Inc., a financial consulting firm, for
                      more than five years prior thereto.

            Beneficial Ownership Reporting Compliance

     The Company's executive officers and directors are  required
under Section 16(a) of  the Securities Exchange  Act of 1934,  as
amended, to file  reports of ownership  and changes in  ownership
with the  Securities and  Exchange  Commission. Copies  of  those
reports must also be  furnished to the  Company. Based solely  on
the Company's  review  of  the copies  of  such  reports  it  has
received, the Company  believes that all  of its other  executive
officers and directors, and  greater than ten percent  beneficial
owners complied with all  filing requirements applicable to  them
except that Richard C. Becker and Dr. Stanley J. Robboy were each
late in filing two Form 4s and one Form 5 (each such late  filing
related to  one transaction),  Dr. Joel  B.  Searcy was  late  in
filing one  Form  4 (which  related  to three  transactions)  and
Laurence B. Berger was each late in filing one Form 4 (each  such
late filing related to one transaction).

<TABLE>
<CAPTION>
                   SUMMARY COMPENSATION TABLE

                                                      Long Term
                        nnual Compensation         Compensation
                                              Securities Under-
Name and Principal      Year  Salary              lying Options
Position                         $                        #
<S>                     <C>   <C>                    <C>
Dr. Joel B. Searcy      1997  132,000                 10,000
Chairman                1996  120,000                 10,000
                        1995  121,340

David T. Mckay          1997   93,334                150,000
President and Chief
Executive Officer
(Represents salary from
June 1, 1997, the date
on which Mr. McKay
commenced employment)
</TABLE>

                      EMPLOYMENT AGREEMENTS

     Dr. Joel B. Searcy was employed  by the Company pursuant  to
an employment agreement which commenced on November 8, 1990,  and
terminated on December  31, 1993, but  which was renewed  through
April 30, 1997. On  May 30, 1997, Dr.  Search entered into a  new
employment  agreement  with  the  Company  which  terminates   on
December 31, 1999, under which Dr. Searcy will serve as  Chairman
of the Board of the Company. The term of the employment agreement
will automatically  renew  for an  additional  one year  term  if
neither party give the other notice of its intent not to renew at
least 180 days prior to the  expiration date of the initial  term
or  any  extensions  thereof.  Pursuant  to  his  new  employment
agreement, Dr. Searcy is to receive a base salary of $132,000 per
annum, the use of an automobile and certain other fringe benefits
during the term  of the agreement.  In addition,  Dr. Searcy  may
receive bonus compensation, including grants of stock options  or
other equity of the  Company, at the discretion  of the Board  of
Directors of the Company.

     Pursuant to Dr.  Searcy's employment  agreement, Dr.  Searcy
may be terminated by the Company at any time upon written  notice
to Dr.  Searcy with  or without  cause or  by Dr.  Searcy upon  a
constructive termination,  change of  control of  the Company  or
upon 2  months  prior  written notice.  In  the  event  that  Dr.
Searcy's employment is  terminated by the  Company for cause  (as
defined in  the  agreement) or  voluntarily  by Dr.  Searcy,  Dr.
Searcy will be entitled only to compensation and benefits accrued
through the date of such termination. If Dr. Searcy's  employment
is terminated  as  the  result of  constructive  termination  (as
defined in the  agreement) or by  the Company  without cause,  he
will receive (i) his  base salary and  all fringe benefits  until
the later of twelve  months from the date  of termination or  the
expiration  date  of  the   employment  agreement  and  (ii)   an
additional bonus amount  for each  twelve month  portion of  such
period equal to the highest annualized  bonus paid to him  during
the term. In the event that Dr. Searcy's employment is terminated
which 90 days following a change of control, he will be  entitled
to receive, in addition to all compensation and benefits  accrued
through the date of such termination, a lump sum amount equal  to
2.99 multiplied by the  sum of (i) his  base salary and (ii)  all
bonus compensation paid or payable for the most recent year.  For
purposes of  Dr.  Searcy's  employment agreement,  a  "change  of
control" is  defined as  (i) the  election at  a meeting  of  the
Company's stockholders of directors, a  majority of whom are  not
nominated by  the  incumbent  Board of  Directors,  or  (ii)  the
acquisition by any person or entity, other than the Company,  Dr.
Searcy or any group  with which he is  affiliated, or any  person
who was a member of the Board  of Directors of the Company as  of
June 1,  1997, of  beneficial ownership  of 30%  or more  of  the
securities entitled  to  vote  for  the  election  of  directors,
subject to certain exceptions set forth in the agreement.

     Pursuant to Dr. Searcy's  employment agreement for a  period
of twenty-four  months following  termination of  his  employment
with the  Company,  Dr.  Searcy  will  not  compete  directly  or
indirectly, with  any service  or product  made  or sold  by  the
Company without the Company's prior written consent. In addition,
during the term of his employment and for a period of twenty-four
months following  the termination  thereof, Dr.  Searcy may  not,
directly or indirectly, (i) recruit  employees of the Company  or
induce them to  terminate their  employment with  the Company  or
(ii) contact,  solicit,  or  sell to  any  of  the  customers  or
prospective customers of the Company.

     David T. McKay entered into an employment agreement with the
Company, dated as of  May 30, 1997, pursuant  to which Mr.  McKay
will serve  as  President  and Chief  Executive  Officer  of  the
Company for a term commencing on June 1, 1997, and terminating on
the  first  anniversary  thereof.  The  term  of  the  employment
agreement will automatically  renew for any  additional one  year
term if neither party give the other notice of its intent not  to
renew at least 90 days prior  to the expiration date and,  unless
90 days non-renewal notice is given by either party prior to  the
end  of   such  first   renewal   period,  the   agreement   will
automatically extend for an additional two year period.  Pursuant
to his  employment agreement,  Mr. McKay  is  to receive  a  base
salary of  $160,000  per  annum,  bonus  compensation,  including
grants of stock options  or other equity of  the Company, at  the
discretion of the Board of Directors of the Company, and  certain
other fringe  benefits  during the  term  of the  agreement.  The
employment agreement also provides that, on the commencement date
of Mr. McKay's employment he will receive fully-vested options to
purchase 50,000 shares of the common stock of the Company and, if
Mr. McKay  is  employed  on August  25,  1997,  he  will  receive
additional options to purchase 100,000 share of the common  stock
of the Company which will vest at the rate of 25% per year.

     Except as described below, the termination provisions of Mr.
McKay's employment agreement are substantially identical to those
in Mr.  Searcy's employment  agreement,  describe above.  In  the
event that during (a)  the first year or  (b) second year of  Mr.
McKay's employment with the Company, his employment is terminated
as the  result of  constructive termination  (as defined  in  the
agreement) or  by  the  Company without  cause,  in  addition  to
compensation and  benefits  accrued  through  the  date  of  such
termination, he will only be entitled to receive his base  salary
and all  fringe  benefits and  additional  bonus amounts  for  an
additional (a)  three  months period  or  (b) six  month  period,
respectively.

     Mr. McKay's  employment agreement  includes  non-competition
and non-solicitation provisions which are substantially to  those
in Dr. Searcy's employment agreement described above.

     Richard C. Becker entered into an employment agreement  with
the Company, dated  as of  May 30,  1997, pursuant  to which  Mr.
Becker will serve  as Vice President  of the Company  for a  term
commencing June 1, 1997 and terminating on December 31, 1999. The
term of the employment agreement will automatically renew for  an
additional one year term if neither party gives the other  notice
of its  intent  not to  renew  at least  180  days prior  to  the
expiration date of  the initial term  of any extensions  thereof.
Pursuant to his employment agreement, Mr. Becker is to receive  a
base salary of $93,500  per annum, bonus compensation,  including
grants of stock options  or other equity of  the Company, at  the
discretion of the Board of Directors of the Company, and  certain
other fringe benefits during the term of the agreement.

     Mr.  Becker's  employment  agreement  contains   termination
provisions, and non-competition  and non-solicitation  provisions
which are  substantially  identical  to  those  in  Dr.  Searcy's
employment agreement described above.

<TABLE>
<CAPTION>
            Stock Options Grants in Last Fiscal Year

                                                      Potential Realized
             Number of   % of Total                     Value at Assumed
            Securities      Options                      Annual Rates of
            Underlying   Granted to                          Stock Price
               Options Employees in Exercise Expir-         Appreciation
               Granted  Fiscal year    Price ation       for Option Term
Name               (#)        (%)    ($/sh)  Date         5%      10%(1)
<S>            <C>            <C>     <C>     <C>      <C>       <C>
Joel B. Searcy  10,000         4.3%   2.75    5/30/07  $ 17,297  $ 43,835

David T. McKay  50,000        21.3%   2.75    5/30/07  $ 86,487  $219,175
               100,000        42.6%   3.25    8/27/07  $204,425  $578,050

</TABLE>

  (1) Potential realizable values are based on the fair
      market value per share as determined by the Company on the
      date of the grant and represent hypothetical gains that
      could be achieved for the respective options if exercised at
      the end of the option term. The dollar amounts set forth in
      these columns are the results of calculations at the five
      percent and ten percent rates set by the Securities and
      Exchange Commission, and are not intended to forecast future
      appreciation, if any, of the Company's Common Stock price.
      There can be no assurance that such potential realizable
      values will not be more or less than that indicated in the
      table above.

Item 11. Security Ownership of Certain Beneficial Owners and
Management

     The   following   table   provides   information   regarding
beneficial ownership as of April 24, 1997 of the Company's Common
Stock as to (i)  each director of the  Company, (ii) each of  the
Named Executive Officers, (iii) each person  who is known to  the
Company to  be  the beneficial  owner  of  more than  5%  of  the
Company's voting securities and (iv) all directors and  executive
officers as  a group.   The  information set  forth below  as  to
nominees, directors,  and  officers  has been  furnished  to  the
Company by such nominee, officer or director.

<TABLE>
<CAPTION>
                                              Percent of Common
Name and Address of    Amount and Nature of  Stock (if over 1%)
Beneficial Owner       Beneficial Ownership  Owned Beneficially
<S>                           <C>                         <C>
Dr. Joel B. Searcy               417,727(1)               16.3%
1000 Main Street
Acton, MA 01720

David T. McKay                    50,000(2)                1.9%

Lee Spelke                        16,000(3)                0.6%

Richard C. Becker                 97,000(4)                3.7%

Arthur V. Josephson, Jr.          57,250(5)                2.2%

Dr. Stanley J. Robboy            309,005(6)               11.9%
104 Donegal Drive
Chapel Hill, NC  27514

Laurence Berger                   40,000(7)                1.6%

Calvin Hori                      145,000(8)                5.7%
35 Norwich Road
Wellesley, MA 02181

Henry Mehlman                    161,698(9)                6.4%
40 Bartlett Street
Marblehead, MA 01945

Bruce J. Rogow                   476,250(10)              18.9%
Winnie R. Rogow
220 Ocean Avenue
Marblehead, MA 01945

All directors and executive    1,463,232(11)              52.0%
officers as a group (6 people)
</TABLE>

 (1) Includes 22,000 shares issuable upon the exercise of
     currently exercisable options. See "Certain Relationships and
     Related transactions."

 (2) Includes 50,000 Share issuable upon the exercise of currently
     exercisable options.

 (3) Includes 14,000 shares issuable upon the exercise of
     currently exercisable options.

 (4) Includes 96,000 shares issuable upon the exercise of
     currently exercisable options. See "Certain Relationships and
     related Transactions."

 (5) Includes 31,000 shares issuable upon the exercise of  current
     exercisable options.

 (6) Includes  58,000  shares   issuable  upon  the  exercise   of
     currently exercisable options.

 (7) Includes 6,000 share issuable upon the exercise of  currently
     exercisable option.

 (8) As reported  on Schedule 13D  filed with  the Securities  and
     Exchange Commission on August 11, 1995.

 (9) As reported  on Schedule 13D  filed with  the Securities  and
     Exchange Commission on June 5, 1995.

(10) As  reported on Amendment  No. 2  to the  Schedule 13D filed
     with the  Securities and  Exchange Commission  on March  12,
     1998, filed by Bruce J. Rogow  and Winnie R. Rogow  relating
     to the beneficial  ownership of (i)  5,000 shares of  Common
     Stock held by Mr. Rogow's 401(k) account, (ii) 20,000 shares
     held by Mr. Rogow's retirement money purchase account, (iii)
     95,000 shares  of  Common  Stock held  jointly,  (iv)  4,000
     shares held  by Mrs.  Rogow as  custodian for  Mr. and  Mrs.
     Rogow's minor child, (v) 325,000 shares of Common Stock held
     by Rogow Opportunity Capital,  LLC, a Massachusetts  limited
     liability company  ("Rogow Opportunity")  of which  Mr.  and
     Mrs. Rogow  are the  sole members,  and (vi)  warrants  (the
     "Warrants") held  by Rogow  Opportunity exercisable  at  any
     time or  from  time to  time  prior  to March  2,  2003,  to
     purchase up to 31,250 shares of Common Stock at an  exercise
     price of $4.25 per share.

(11) Includes  277,000  shares  issuable  upon  the  exercise  of
     currently exercisable  options  held by  all  directors  and
     officers of the Company as a group.

<PAGE>

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During 1997 the Company entered in to an agreement with  Dr.
Stanley J. Robboy a stockholder and director pursuant to which he
agreed to lend money to the  Company. The agreement provided  for
an unsecured $300,000 line of credit. The agreement provides  for
interest on the outstanding balance at the rate of 12% per annum.
In connection with the loan, Dr.  Robboy was granted options  for
up to 100,000  shares of common  stock at a  price of $2.00.  per
share. Dr.  Searcy and  Mr. Becker  were granted  10,000  options
priced at $2.00  in return for  their guarantee  of Dr.  Robboy's
unsecured $300,000 line of credit. At December 31, 1997, the loan
balance was $192,439 and interest  paid during 1997 was  $21,321.
At April 24, 1998, the balance of the loans was $267,439.